UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended October 31, 2002                Commission File Number 0-28759
                  ----------------                                       -------


                          PocketSpec Technologies Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Colorado                                     84-1461919
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)


     3225 E Second Avenue, Denver, Colorado                       80206
    ----------------------------------------                    ----------
    (Address of principal executive offices)                    (Zip code)


                                 (303) 393-8060
              ----------------------------------------------------
              (Registrant's telephone number, including area code)





Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    X  Yes              No
                                     ---               ---

   Indicate the number of shares  outstanding of each of the issuer's classes of
   common stock, as of the latest practicable date.

       Common                                  22,726,359
       ---------------------------------------------------------------------
       Class               Number of shares outstanding at December 12, 2002



                     This document is comprised of 14 pages.
<PAGE>


                                   FORM 10-QSB
3RD QUARTER
                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                            Page
                                                                            ----
Item 1.  Financial Statements*

Condensed, consolidated balance sheet - October 31, 2002 (Unaudited)          3

Condensed, consolidated statements of operations - Three and nine months
       ended through October 31, 2002 and 2001 (Unaudited)                    4

Condensed, consolidated statements of cash flows - Nine months ended
       through October 31, 2002 and 2001 (Unaudited)                          5

Notes to condensed, consolidated financial statements (Unaudited)             6

Item 2.  Management's Discussion and Analysis                                 9

Item 3.  Controls and Procedures                                             12



PART II - OTHER INFORMATION


Item 1.  Legal Proceeding                                                    12

Item 2.  Changes In Securities                                               12

Item 3.  Defaults Upon Senior Securities                                     12

Item 4.  Submission of Matters To A Vote of Security Holders                 12

Item 5.  Other Information                                                   12

Item 6.  Exhibits and Reports on Form 8-K                                    12

Signatures                                                                   12

Certifications                                                               13


*The  accompanying  financial  statements  are  not  covered  by an  Independent
Certified Public Accountant's report.

                                        2
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                           Consolidated Balance Sheet
                                   (Unaudited)
<CAPTION>

                                                                         October 31,
                                                                            2002
                                                                         -----------
<S>                                                                      <C>
                                     Assets
Current assets:
     Cash and Cash Equivalents                                           $    25,178
     Trade receivables                                                         3,949
     Indebtedness from related party (Note 3)                                  2,000
     Inventory at cost (Note 4)                                              279,404
     Prepaid expenses                                                          3,177
                                                                         -----------
           Total current assets                                              313,708

Fixed assets:
     Furniture and fixtures, net of accumulated depreciation of $7,163        41,679
     Office equipment, net of accumulated depreciation of $4,418              29,846
     Molds, net of accumulated depreciation of $25,156                        89,111
                                                                         -----------
           Total fixed assets                                                160,636

Intangible assets:
     Patent costs net of accumulated amortization of $19,344                 112,947
     Trademark costs net of accumulated amortization of $1,660                17,500
     License rights net of accumulated amortization of $4,722                  5,278
     License rights acquired from related party, net of accumulated
        amortization of $60,640 (Note 2)                                   1,394,722
                                                                         -----------
           Total assets                                                  $ 2,004,791
                                                                         ===========

                   Liabilities and Shareholders' Equity
Liabilities:
     Accounts payable                                                    $   114,385
     Accrued liabilities                                                      17,010
     Accrued interest (Note 4)                                                 7,088
     Revenue funding (Note 4)                                                 39,375
     Revenue funding, related party (Note 3)                                   5,500
     Deferred warranty revenue (Note 4)                                       16,514
     Notes payable (Note 4)                                                  285,000
     Note payable, related party (Note 3)                                    275,000
                                                                         -----------
        Total liabilities                                                    759,872

Commitment                                                                      --

Shareholders' equity:
     Common stock, $0.001 par value, 50,000,000 shares authorized,
        22,756,359 shares issued, 22,726,359 shares outstanding               22,726
     Additional paid-in capital                                            5,753,041
     Treasury stock, excess of $.001 par value,
        30,000 shares at cost                                                (10,606)
     Accumulated deficit                                                  (4,520,242)
                                                                         -----------
           Total shareholders' equity                                      1,244,919
                                                                         -----------
                                                                         $ 2,004,791
                                                                         ===========
</TABLE>

                 See accompanying notes to financial statements

                                        3
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                      Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>


                                                                           Three Months Ended              Nine Months Ended
                                                                                October 31,                    October 31,
                                                                       ----------------------------    ----------------------------
                                                                          2002            2001            2002            2001
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Revenues                                                               $     48,382    $       --      $     48,382    $       --

Cost of sales:
     Cost of merchandise sold                                                32,876          35,211            --
                                                                       ------------    ------------    ------------    ------------
               Total cost of merchandise sold                                32,876            --            35,211            --

               Gross margin                                                  15,506            --            13,171            --

Operating expenses:
     General and administrative expenses                                    275,776         163,923         897,890         383,686
     General and administrative-stock based compensation (Note 5)            24,000          19,800         170,350       1,594,676
     General and administrative expenses-related parties (Note 3)            12,500           4,500          27,000          49,825
     Research and development costs                                            (806)         53,134         131,612         123,458
     Depreciation                                                            17,222             508          35,578           1,178
     Amortization                                                            40,867           1,508          72,974           2,513
                                                                       ------------    ------------    ------------    ------------
               Total general and administrative expenses                    369,559         243,373       1,335,404       2,155,336

               Operating (loss)                                            (354,053)       (243,373)     (1,322,233)     (2,155,336)

Other income (expense):
     Other income                                                              --            24,416            --            40,316
     Interest income (expense)                                              (60,412)        (61,179)        (65,449)       (123,993)
     Gain on sale of assets acquired from related party (Note 3)               --              --           110,617         131,948
                                                                       ------------    ------------    ------------    ------------
               Total other income (expense)                                 (64,412)        (36,763)         45,168          48,271

               (Loss) from continuing operations before income taxes       (414,465)       (280,136)     (1,277,065)     (2,107,065)

Provision for income tax (expense) benefit                                     --           (61,494)         65,394           --

               (Loss) from continuing operations                           (414,465)       (218,642)     (1,211,671)     (2,107,065)

Discontinued operations:
     Income (loss) of Real Estate Opportunities, Inc. (including gain
        on disposal of $-0-, $177,995, $192,336, and $236,501)                 --            (5,363)        192,336         393,959

     Income tax (expense) benefit                                              --              --           (65,394)          2,527
                                                                       ------------    ------------    ------------    ------------
     Income (loss) on discontinued operations                                  --            (5,363)        126,942         391,432

               Net (loss)                                              $   (414,465)   $   (224,005)   $ (1,084,729)   $ (1,715,633)
                                                                       ============    ============    ============    ============

Net income (loss) per share:
     Continuing operations                                             $     (0.021)   $     (0.013)   $     (0.073)   $     (0.146)
                                                                       ============    ============    ============    ============
     Discontinued operations                                           $       --      $     (0.000)   $      0.008    $      0.027
                                                                       ============    ============    ============    ============
     Net income (loss)                                                 $     (0.021)   $     (0.013)   $     (0.066)   $     (0.119)
                                                                       ============    ============    ============    ============
     Basic and dilluted shares used for computation                      20,009,528      16,853,570      16,556,245      14,449,413
                                                                       ============    ============    ============    ============
</TABLE>
                 See accompanying notes to financial statements

                                        4
<PAGE>

<TABLE>
                          POCKETSPEC TECHNOLOGIES INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                               Nine Months Ended
                                                                                   October 31,
                                                                           --------------------------
                                                                              2002           2001
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
Cash flows from operating activities:
    Net cash used by operating activities                                  $(1,114,066)   $  (300,824)
                                                                           -----------    -----------

Cash flows from investing activities:
    Cash received on disposition of participation interest acquired from
       related party                                                              --          144,290
    Cash paid for property additions, related party (Note 3)                   (69,065)          --
    Cash paid for property additions, other (Note 4)                          (113,938)      (213,799)
    Cash paid for patent (Note 4)                                              (33,100)        (7,000)
    Cash paid to acquire stock (Note 5)                                        (86,206)       (23,059)
    Cash received on accounts receivable, trade                                 22,047           --
    Purchase of interest in note receivable, related party (Note 3)            (13,770)          --
    Repayment of notes receivable, related parties (Note 3)                     70,812           --
    Short term loans made to related parties (Note 3)                          (43,597)          --
    Repayment of short term loans, related parties (Note 3)                     13,900           --
    Proceeds from sale of note receivable, related party (Note 3)               99,853           --
    Proceeds from sale of note receivable, other (Note 4)                      525,010           --
    Proceeds from sale of stock, related party (Note 3)                          9,233           --
                                                                           -----------    -----------
             Net cash received (used) by investing activities                  381,179        (99,568)
                                                                           -----------    -----------

Cash flows from financing activities:
    Principal payments paid on notes (Note 4)                                   (6,984)      (388,253)
    Principal payments paid on notes, related party                               --         (236,011)
    Repayment of short term loans, related parties (Note 3)                   (102,554)      (656,300)
    Short-term borrowings from related parties (Note 3)                         91,054        656,300
    Repayment of short-term borrowings, other                                     --          (60,000)
    Indebtedness of related party                                                 --          (31,537)
    Repayment of indebtedness, related party                                      --           25,537
    Proceeds from sale of assets, related party                                   --           15,000
    Proceeds from borrowing, related parties (Nnote 3)                          97,689        195,752
    Proceeds from borrowing, other (Note 4)                                     50,000        670,000
    Proceeds from revenue funding, related parties (Note 3)                    332,562           --
    Proceeds from revenue funding, other (Note 4)                               52,500           --
    Proceeds from the exchange of debt and 277,500 shares
       of common stock (Note 3)                                                 15,000           --
    Proceeds from issuance of common stock (Note 5)                             69,246           --
    Proceeds from issuance of common stock, related party (Note 5)             116,500           --
    Proceeds from cash transfer, related party                                    --          200,000
    Proceeds from exercised stock options                                         --           47,575
                                                                           -----------    -----------
             Net cash provided by financing activities                         715,013        438,063
                                                                           -----------    -----------

Net change in cash                                                             (17,874)        37,671
Cash and cash equibalents at beginning of period                                43,052          4,451
                                                                           -----------    -----------
             Cash and cash equivalents at end of period                    $    25,178    $    42,122
                                                                           ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Cash paid during the period for:
       Interest                                                            $    10,421    $   118,778
                                                                           ===========    ===========
       Income taxes                                                        $      --      $     4,734
                                                                           ===========    ===========

    Non-cash investing and financing activities:

       Common stock issued to acquire intangibles                          $ 2,567,911    $   140,000
                                                                           ===========    ===========
       Common stock issued to repay debt principal other                   $   284,485    $      --
                                                                           ===========    ===========
       Common stock issued to repay revenue entitlement funding            $   243,000    $      --
                                                                           ===========    ===========
</TABLE>

                 See accompanying notes to financial statements

                                        5

<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
Note 1:  Basis of presentation

          (a)  The financial  statements  presented herein have been prepared by
               the Company in  accordance  with the  accounting  policies in its
               annual 10-KSB report dated January 31, 2002 and should be read in
               conjunction with the notes thereto.

               In the opinion of management, all adjustments (consisting only of
               normal  recurring  adjustments)  which are necessary to provide a
               fair  presentation  of operating  results for the interim  period
               presented  have been  made.  The  results of  operations  for the
               periods  presented are not necessarily  indicative of the results
               to be expected for the year.

          (b)  Property, equipment and depreciation

               Property and  equipment are recorded at cost.  Expenditures  that
               extend  the  useful  lives of assets  are  capitalized.  Repairs,
               maintenance  and renewals  that do not extend the useful lives of
               the assets are expensed as incurred.  Depreciation is provided on
               the  straight-line  method over the  following  estimated  useful
               lives:  furniture,  7 years; office equipment,  5 years; molds, 3
               years.  Depreciation expense was $17,222 and $35,578 (unaudited),
               and $508 and $1,178  (unaudited),  for the three and nine  months
               period ended October 31, 2002 and 2001, respectively.

               Interim financial data presented herein are unaudited.

Note 2: Acquisition of Color-Spec Technologies, Inc.

          (a)  On May 31,  2002 we acquired  100% of the issued and  outstanding
               common   shares   of   Color-Spec   Technologies,   Inc.   in   a
               stock-for-stock  acquisition. The transaction was approved on May
               31, 2002 by shareholders of Color-Spec  Technologies,  Inc. Under
               the terms of the  acquisition,  each  shareholder  of  Color-Spec
               Technologies,  Inc.  received  one common  share of our stock for
               each common share of stock owned by the Color-Spec  Technologies,
               Inc.  shareholder.  As a  result,  we own  all of the  assets  of
               Color-Spec  Technologies,   Inc.,  including  their  intellectual
               property. We issued a total of 8,316,353 restricted shares of our
               common stock in connection  with this  transaction.  As PockeSpec
               Technologies  Inc. and Color-Spec  Technologies,  Inc. were under
               common  control,  the acquisition was recorded at historical cost
               and the historical  results of operations  have been combined for
               all periods presented.

Note 3: Related party transactions

               Asset  Realization,  Inc. (ARI), B7 Brand,  LLC (B7B),  Cape Aloe
               Corp.,  (CAC),  Cherry  Creek  Cottage,  LLC  (CCC),   Color-Spec
               Technologies,  Inc., (CST), Krupka & Associates, LLC (K&ALLC), F.
               Jeffrey  Krupka (FJK),  Janet Brophy (JB),  Krupka-Brophy  Profit
               Sharing  Plan (KBP),  Platinum  Financial  Fund,  LLC (PFF),  and
               Wraith  Moon  House,  LLC (WMH) are  affiliates  of our  Company.
               Transactions  discussed  below  relating to CST occurred prior to
               the May 31, 2002 acquisition by PocketSpec Technologies Inc.

          (a)  For the nine months  period ended  October 31, 2002,  the Company
               borrowed  $48,000 from FJK and $10,000  from B7B. The  short-term
               loans were repaid in full.  Prior to our  acquisition of CST, PFF
               borrowed  $40,000 from CST, and PST borrowed $1,100 from CST. CST
               borrowed  $2,000 from PST and FJK  borrowed  $497 from PST, for a
               total  amount of  $43,597.  PFF repaid CST $40,758 and repaid PST
               $30,054  during the first  fiscal  quarter  ended April 30, 2002.
               Cash received for the loan repayments totaled $70,812. PST repaid
               $1,100 and FJK  repaid  $5,100 to CST.  K&A repaid PST $500,  CST
               repaid  $2,000,  FJK repaid  $2,500 and ARI repaid $2,700 to PST,
               totaling  $13,900.  CST repaid short-term loans in the amounts of
               $3,284,  $20,000,  $2,000,  and $1,500 to B7B, PFF, PST, and ARI,
               respectively. PST repaid short-term loans in the amount of $2,770
               and  $15,000  to PFF and B7B,  respectively.  Total  cash paid on
               short-term loans between affiliates was $102,544.

                                        6
<PAGE>


                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


               CST borrowed  $10,000 from PFF,  $3,284 from B7B, and $2,000 from
               PST.  CST  borrowed   $2,770  from  PFF  and  $15,000  from  B7B.
               Short-term loans between  affiliates totaled $91,054. A remaining
               receivable  balance from a related party totals $2,000,  which we
               anticipate  will be paid  during  the next  fiscal  quarter.  CST
               purchased an interest in a note receivable for $13,770 during the
               first  fiscal  quarter.  CST  sold  the note for cash in the same
               amount.

               CST sold  277,500  shares of common  stock to B7B in exchange for
               $15,000 cash and debt  assumption  in the amount of $26,485.  The
               stock was valued at $41,485.  CST also sold 50,000  shares of its
               common stock to ARI for $7,500 during the first quarter, in order
               to raise operating capital.

               For the nine  months  period  ended  October  31, 2002 PST sold a
               total of  1,165,000  shares of common  stock to  affiliates.  AGO
               purchased  185,000  shares for  $18,500,  CAC  purchased  555,000
               shares for $55,500, and ARI purchased 425,000 shares for $42,500.
               Total cash received from affiliates was $116,500.

          (b)  Acquisition of property

               On March 22,  2002 we acquired  assets from PFF.  The assets were
               purchased at predecessor cost, or net book value in the amount of
               $53,165  per  our   affiliate's   cost  basis  less   accumulated
               depreciation.  FJK, our CEO, acquired  additional assets totaling
               $15,900  for  PocketSpec  Technologies  Inc.  through  use of his
               personal line of credit. For the nine months period ended October
               31, 2002,  we have  reimbursed  FJK a total amount of $15,900 for
               depreciable asset purchases.

          (c)  For the nine  months  period  ended  October 31, 2002 KBP entered
               into an agreement  with PST to convert its  entitlement to future
               revenues  plus  interest  into  stock.  The  transaction  totaled
               $243,000, or principal of $212,625 plus interest in the amount of
               $30,375.  2,430,000  shares of common  stock  were  issued at the
               closing market price of $.10 per share.

          (d)  For the nine  months  period  ended  October 31, 2002 the Company
               received  $332,562  from  assignment  agreements  for the sale of
               specific  units to be  produced at a later  time.  The  financial
               arrangement  covers the costs of  inventory  and  production,  in
               order to establish an inventory of completed  units to be shipped
               upon receipt of orders.  The outstanding  balance of the deferred
               arrangement through October 31, 2002 is $5,500.

               We received cash from ARI in the amount of $43,312 for 330 units,
               $71,125  from B7B for 540  units,  $212,625  from  KBP for  1,620
               units,  and  $5,500  from  WMH for 40  units.  The  terms  of the
               agreements  include  finance  charges  on a per  unit  basis,  or
               approximately  $19 per  unit.  Potential  cost  of the  financial
               arrangement totals $46,938.

          (e)  The Company entered into an agreement with FJK to convert $40,317
               from accounts  payable owed to FJK into a note  payable.  JB also
               loaned the Company $32,438 for operating capital. B7B received an
               assignment from FJK and JB in the amount of $72,755 for the loans
               plus  interest  in the  amount  of  $495  for a total  amount  of
               $73,250.  Additionally,  B7B received an assignment  from ARI for
               its entitlement to future revenues plus interest,  or $43,313 and
               $6,187,  respectively,  or a total  amount from ARI of $49,500 as
               part of the  transaction.  B7B also converted its  entitlement of
               future  revenues  and  interest in the  amounts of  $113,125  and
               $15,875  for  a  total  amount  of  $129,000.  The  amounts  were
               exchanged into a note payable totaling $251,750.  B7B also loaned
               the Company an additional $23,250 to complete the note payable in
               the amount of $275,000.  The  $275,000  note payable to B7B bears
               interest  at 15% per annum and is due and payable in one lump sum
               including interest on or before October 3, 2003. The total amount
               due and  payable  on October 3, 2003 is  $275,000  principal  and
               $41,250 interest.


                                        7
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          (f)  During the nine months  period ended October 31, 2002 we paid CCC
               $28,000 for office rent.  FJK  reimbursed  the Company $2,500 for
               office space used for managing other  affiliated  companies.  The
               Company  also  reimbursed  FJK  $94,465  for  travel,   inventory
               purchases,  and other expenses. The amounts have been recorded in
               the accompanying financial statements.

          (g)  For the nine months period ended October 31, 2002 CST sold a note
               receivable valued at $101,385 discounted in the amount of $14,544
               for cash totaling $86,083. CST also sold a note receivable valued
               at $15,300  discounted  in the amount of $1,530 for cash totaling
               $13,770 to B7B.  Additionally,  CST sold 131,880 shares of ARI to
               CAC for $9,233 cash. Total gains on the sales were $110,617.

          (h)  On March 29, 2002 CST issued  300,000  shares of its common stock
               valued at $45,000 to an individual for services.  During the nine
               months period ended October 31, 2002 PST issued 368,000 shares of
               common  stock  valued at $125,350  to  individuals  for  services
               performed. Total stock based compensation was $170,350.

          (i)  During the nine months  period ended October 31, 2002 the CEO and
               CFO along with an employee took a reduction in monthly  salary in
               order to help reduce  operating  costs and enhance cash flows for
               the Company.  The salary  reductions  were effective  October 15,
               2002. Cost savings created in the salary reductions total $6,138.
               The   reductions   will  continue   until  the  Company   becomes
               profitable.

Note 4: Transactions with non-affiliates.

          (a)  For the three and nine months  period ended  October 31, 2002 the
               Company recognized revenue in the amount of $48,382,  and $16,514
               was  deferred  pending  the  expiration  of the 90 days  warranty
               period.  The Company  also  included  revenues of $3,247 from the
               second fiscal  quarter,  since sales of products are deferred for
               90 days until actual warranty costs, if any, can be determined.

          (b)  For the nine months ended  October 31, 2002 the Company  acquired
               inventory  for  the  manufacture  of its  color-measuring  device
               product lines. The total amount paid for inventory was $279,404.

          (c)  The Company acquired  depreciable assets from non-affiliates at a
               total cost of  $113,938.  We also paid  $33,100 for patent  costs
               through the nine months period ended October 31, 2002.

          (d)  For the nine  months  period  ended  October 31, 2002 the Company
               received  $52,500  from  assignment  agreements  for the  sale of
               specific  units to be  produced at a later  time.  The  financial
               arrangement  covers the costs of  inventory  and  production,  in
               order to establish an inventory of completed  units to be shipped
               upon  receipt  of  orders.  We  received  cash  from  individuals
               totaling  $52,500  for 400  units.  The  terms of the  agreements
               include finance charges on a per unit basis, or approximately $19
               per unit.  Potential  cost of the  financial  arrangement  totals
               $7,500.  The  outstanding  balance  of the  deferred  arrangement
               through October 31, 2002 is $39,375.

          (e)  An investor of the Company  converted  $13,125 of  entitlement to
               future  revenues by  purchasing  products  from the Company.  The
               individual  also paid an  additional  $35,250 for the purchase of
               236 BronzCheck  units, 20 ColorQA units, and 7 ColorCheck  units.
               Sales revenue recognized on the transaction totaled $45,126 since
               the units sold are not covered under the 90 days warranty period.

          (f)  The Company has notes payable totaling  $285,000 bearing interest
               at 6% per annum. The notes mature anywhere from December 31, 2002
               through June 3, 2003.  The terms of the notes  totaling  $285,000
               include  payment  in  full  plus  accrued   interest  or  monthly
               installments  beginning  July 1, 2002 in the  amounts  of $250 or
               $200 per month until  maturity,  at which time the entire balance
               and accrued interest is due and payable. Accrued interest to date
               totals $7,088.


                                        8
<PAGE>

                          POCKETSPEC TECHNOLOGIES INC.,
              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


          (g)  For the nine  months  period  ended  October 31, 2002 the Company
               sold notes  receivable  for cash  totaling  $525,010  in order to
               generate operating capital.

          (h)  The Company  borrowed  $50,000 from an  individual  for operating
               capital during the nine months period ended October 31, 2002. The
               Company  paid the debt in full during July 2002 by selling  notes
               receivable and accrued interest to date for $2,401 cash, net. The
               notes receivable totaled $210,000 and accrued interest receivable
               totaled  $4,394.  In exchange for the notes  receivable and cash,
               the Company acquired from the individual,  a note receivable from
               PFF in the  amount  of  $160,857  which  has been  sold.  Accrued
               interest and interest expense on the $50,000 note payable totaled
               $1,136.  Other  transactions  include principal payments on notes
               payable in the amount of $6,984 by CST that  occurred  during the
               first quarter of this year.

Note 5: Shareholders' Equity

     During the nine months  period  ended  October  31,  2002 the Company  sold
     1,165,000 shares of common stock to affiliates for cash totaling  $116,500.
     In addition,  the Company sold 436,996 to others for cash totaling $61,746.
     Total cash received to date from the sale of stock is $185,746.

     During the nine months  period  ended  October  31, 2002 we recorded  stock
     based compensation in the amount of $170,350. The stock-based  compensation
     represents  368,000  shares of common  stock  valued at $125,350  that were
     issued by PST for services and 300,000 shares of CST common stock valued at
     $45,000 that were issued for services prior to our  acquisition of CST. The
     transactions  are expensed as stock based  compensation in the accompanying
     financial statements.

     The Company issued  8,316,353 shares of its common stock to acquire 100% of
     the outstanding shares of Color-Spec Technologies, Inc. in May, 2002.

     For the nine months  period ended  October 31, 2002 the Company  reacquired
     944,850 shares of its common stock for cash totaling  $86,206.  The Company
     recorded the transactions as treasury stock in the  accompanying  financial
     statements.  The Company also cancelled 1,048,708 shares of it common stock
     and returned the cancelled shares to authorized and unissued.

Note 6. Legal Settlement

     The Company  settled its  outstanding  claim from a lawsuit filed against a
     public  relations  firm  during  November,  2001.  Terms of the  settlement
     consisted  of the Company  paying $750 to an  individual  for an email list
     containing  over 12,000  addresses  which we use for  publication  of press
     releases and notifications of the Company's activities. In exchange for the
     email list, an individual  was allowed to keep his  certificate  for 25,000
     shares  of our  common  stock.  The  public  relations  firm  returned  its
     certificate for 225,000 shares and  subsequently  sold 175,000 shares to an
     unrelated,  unaffiliated  individual.  A certificate  for 50,000 shares was
     returned to the public relations firm.


                          POCKETSPEC TECHNOLOGIES INC.,

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Forward-Looking Statements

     The following discussion contains forward-looking  statements regarding our
     Company, its business, prospects and


                                        9
<PAGE>


results of operations that are subject to certain risks and uncertainties  posed
by many factors and events that could cause our actual  business,  prospects and
results of operations to differ materially from those that may be anticipated by
such  forward-looking  statements.  Factors that may affect such forward-looking
statements include, without limitation:  our ability to successfully develop new
products for new markets; the impact of competition on our revenues,  changes in
law or regulatory  requirements  that adversely  affect or preclude clients from
using our  products for certain  applications;  delays our  introduction  of new
products or services, and our failure to keep pace with emerging technologies.

When  used  in  this  discussion,  words  such  as  "believes",   "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  Our Company  undertakes  no  obligation  to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange  Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

Our main operational focus is the color-measuring  business.  Our efforts during
this period have been spent on marketing and production. During this past fiscal
quarter, we generated sales totaling $61,639, of which $16,514 were deferred for
ninety days pending the  expiration  of our warranty  period.  Most of the sales
were in the last six  weeks  of the  fiscal  quarter  and  were  related  to our
BronzCheck(TM)  and  the  associated   TanTone(TM)   Measurement  System.  Until
embarking on the tanning  industry  product  line,  the  BronzCheck(TM)  and the
associated  TanTone(TM)  Measurement  System,  we spent the past fiscal  quarter
exploring  potential  market   opportunities  for  our  ColorQA  and  ColorCheck
products, which are used in a variety of fields to confirm color accuracy and to
find a close or exact match among a range of colors. We also made efforts to put
all of our products into production.

We did put our  products  into  production  during the past  fiscal  quarter and
initially  began  marketing  the ColorQA and  ColorCheck.  While we believe that
these products are marketable,  our efforts did not achieve instant results.  In
the middle of the fourth fiscal  quarter,  we believe that we are finally seeing
signs that these  products  are  gaining  recognition  and  demand  with  larger
companies.  We anticipate  increased revenues through the end of our fiscal year
and during the first quarter of next year.

However,  we have decided that we cannot rely only on the ColorQA and ColorCheck
market for larger  companies.  We found that these  potential  customers did not
want to make purchase decisions in an uncertain market.  Therefore, we have also
begun a marketing  campaign to sell our products in niche  markets to commercial
painters,  decorators  and  designers,  who we  expect  to buy the  ColorQA  and
possibly, to a smaller degree, the ColorCheck.

Most significantly, during the third fiscal quarter, we discovered, investigated
and began an aggressive  marketing  campaign in the tanning industry through the
BronzCheck(TM)  product and its associated  TanTone(TM)  Measurement System. The
BronzCheck(TM)  generates a  TanTone(TM)  number  (zero to 1,000 - mostly 650 to
900).  This  number is the key to knowing if a person is  getting  tanner.  When
these  numbers  are shown on a graph,  the  chart  would  show that the  tanning
process is working,  as well as  verifying  the  quality of lotions  used by the
clients to enhance the tanning  speed.  We are  planning to develop  software by
June,  2003 which  would  integrate  this data into the  existing  Point of Sale
software systems used by the salons.

We have begun to generate sales.  As a result,  we estimate that over 80% of our
product  sales have been the  BronzCheck(TM)  through  October 31, 2002,  and we
expect that number to be over 95% by our fiscal year end. We estimate that there
are over 40,000 tanning salons in the United States and Canada. We have sold the
BronzCheck(TM) in other countries such as Australia, Denmark, England, Spain and
Mexico.  At the present time, we believe that no product  exists which  competes
with our product.

In  connection  with  the  BronzCheck(TM),  we  have  also  begun  to  sell  the
replacement  battery and  calibration  caps.  The  replacement  parts will be an
additional  revenue  stream  for us. We have  estimated  that,  given the device
usage,  such  sales  could  equal  $100 per  device  per  year,  which  would be
approximately over 25% of the original purchase price

                                       10
<PAGE>


of our  BronzCheck(TM)  product.  Typically,  a  customer  would be  buying  our
batteries at a 25% to 100% savings over  comparative  retail  prices for similar
products.  We have no backlog  problem in meeting  our  orders.  We are  keeping
sufficient  inventory in place. Most of our sales are on-line or by telephone as
credit card transactions, including American Express and Discover cards. Our web
site   is   www.pocketspec.com.   We   added   a   tanning   specific   website,
www.bronzcheck.com.

We had previously  acquired an exclusive worldwide license for the manufacturing
and marketing rights for a hand-held device for measuring and comparing color of
objects and light  emission.  We acquired these rights  pursuant to a technology
license  agreement  from  Color-Spec  Technologies,  Inc. on October 3, 2001. In
addition, the agreement assigned rights to a pending utility patent covering the
color technology and application.  As a result, we own, through this subsidiary,
all of the assets of Color-Spec Technologies, Inc., including their intellectual
property  and their right to receive  royalty  payments  from us of $75 per unit
sold. On a consolidated reporting basis we pay no royalties.

At the present  time, we plan to focus upon the  development  of our own product
applications, rather than pursuing other technology acquisitions.

We  realized  total  revenues  of $48,382  for the three  months and nine months
period ended  October 31, 2002 which  compares to revenues of $-0- for the three
months and nine months  periods  ended  October 31,  2001,  respectively.  Total
operating expenses, which consisted of general and administrative expenses, were
$369,559 for the three months period ended October 31, 2002 and $243,373 for the
three months period ended  October 31, 2001.  Total  operating  expenses for the
nine months period ended October 31, 2002 were $1,335,404 compared to $2,155,336
for the nine months  period ended  October 31,  2001.  The major  components  of
general and administrative expenses are research and development,  wages, legal,
accounting,  rent and other  expenses for the three and nine months period ended
October 31, 2002, consulting, wages, and related expenses and other expenses for
the three months and nine months period ended October 31, 2001.

Our net loss for the three months  period ended  October 31, 2002 was  $414,465,
compared to net loss of $224,005 for the three months  period ended  October 31,
2001.  Our net  loss for the nine  months  period  ended  October  31,  2002 was
$1,084,729 compared to a net loss of $1,715,633 for the nine months period ended
October 31, 2001. We had a loss on a fully diluted basis, of $.021 per share for
the three months period ended October 31, 2002,  compared to a net loss of $.013
per share for the three months  period ended October 31, 2001. We had a loss per
share,  on a fully  diluted  basis,  of $.066 for the nine months  period  ended
October 31, 2002  compared to a loss per share,  on a fully  diluted  basis,  of
$.119 for the nine months period ended October 31, 2001.

We were not profitable in the third fiscal quarter because we were directing our
efforts toward the  production and marketing of our products.  We had previously
been in the real estate  business.  We anticipate  increasing  revenues from our
products during the fourth fiscal quarter but cannot predict when, if at all, we
will be profitable in our new business.

Liquidity and Capital Resources

Our net cash was  $25,178  as of October  31,  2002,  compared  to $42,122 as of
October 31, 2001.

Net cash received from investing  activities totaled $381,179 as a result of the
sale of notes  receivable  for and receipt of  payments  on  accounts  and loans
receivable  for the period ended  October 31,  2002.  Net cash used in investing
activities  for the period  ended  October  31, 2001 was  $99,568.  Our net cash
received from financing activities was $715,013 for the nine months period ended
October 31,  2002,  compared  to having  received  $438,063  for the nine months
period  ended  October 31, 2001.  Cash from  financing  activities  for the nine
months  period ended  October 31, 2002 came from  short-term  loans from related
parties in the amount of $188,743,  a loan from a non-affiliate in the amount of
$50,000,  and from  assignments  of future  revenues  received  in the amount of
$385,062 from  affiliates and  non-affiliates.  Other cash came from the sale of
stock for a total amount of $200,746.  Cash from  financing  activities  for the
nine months period ended  October 31, 2001 came from loans from related  parties
and others totaling  $656,300 and $670,000,  respectively,  and $47,575 from the
exercise of stock options.

We have accounts  receivable for the nine months ended October 31, 2002 totaling
$3,949. We have prepaid expense of $3,177 for the current period.

                                       11
<PAGE>


Our first  products,  the Color  QA,  Color  Check,  and  BronzeCheck  are being
marketed through brochure mailings and trade shows. We financed our first units,
in part, through an Assignment of Proceeds Agreement with private investors, who
purchased  specific  units at a  discount.  Most of these  agreements  have been
converted  to equity at $.10 per share.  We have built what we  consider to be a
sufficient inventory base to deliver products when ordered.

We are also considering ways in which to grow our shareholder equity, perhaps by
the acquisition of tanning industry assets,  such as salons,  that would operate
as corporate owned.

Financing for  operating  deficits has largely been through  affiliates.  In any
case, we will need additional financing to achieve our business plan.


                          POCKETSPEC TECHNOLOGIES INC.,

ITEM 3. CONTROLS AND PROCEDURES.

(a)  Evaluation of disclosures and procedures

F. Jeffrey Krupka,  who serves as the Company's chief executive  officer,  after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14(C) and 15d-14(C) as of a date within 90
days  of the  filing  date  of the  quarterly  report  (the  "Evaluation  Date")
concluded that as of the Evaluation Date, the Company's  disclosure controls and
procedures  were  adequate  and  effective to ensure that  material  information
relating to the Company and its consolidated subsidiaries would be made known to
them by individuals  within those  entities,  particularly  during the period in
which this quarterly report was being prepared.

(b)  Changes in internal controls

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure controls and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions. As a result, no corrective actions were taken.


PART II. - OTHER INFORMATION

Items 1 Through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K.

     (a)  Exhibit 99.1.  Certification  of Chief Executive  Officer,  F. Jeffrey
          Krupka,  pursuant to 18 USC Section 1350,  as adopted  pursuant to the
          Sarbanes-Oxley Act of 2002.

     (b)  Exhibit 99.1. Certification of Chief Financial Officer, Cynthia Kettl,
          pursuant  to  18  USC  Section  1350,  as  adopted   pursuant  to  the
          Sarbanes-Oxley Act of 2002.

         September 25, 2002         Form 8-K         Resignation of Dr. Roger
                                                     Hutchison from Board of
                                                     Directors and appointment
                                                     of Gregg Wagner.

POCKETSPEC TECHNOLOGIES, INC.

POCKETSPEC TECHNOLOGIES, INC.

SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




PocketSpec Technologies Inc.                                    Date: 12/12/02

    /s/ F. Jeffrey Krupka
    ----------------------
By: F. Jeffrey Krupka
Chief Executive Officer




PocketSpec Technologies Inc.                                    Date: 12/12/02

   /s/ Cynthia Kettl
   ------------------------
By: Cynthia Kettl
Chief Financial Officer


                                       12

                                  CERTIFICATION


I, F. Jeffrey Krupka, President, certify that:

1.   I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  PocketSpec
     Technologies Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the  statements  made,  in light of  circumstances  under  which  such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based  on my  knowledge  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  Company's  other  certifying   officers  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          Material   information   relating  to  the  Company,   including   its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  as of a date  within 90 days prior to the  filing  date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officers and I have disclosed, based on your
     most recent  evaluation,  to the Company's auditors and the audit committee
     of  Company's  board of directors  (or persons  performing  the  equivalent
     functions);

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls;
          and

     b)   any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   The  Company's  other  certifying  officers  and I have  indicated  in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 22, 2002        By:   /s/ F. Jeffrey Krupka
                                      ------------------------------------------
                                      F. Jeffrey Krupka, Chief Executive Officer

                                       13
<PAGE>



      I, Cynthia Kettl, certify that:

1.   I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  PocketSpec
     Technologies Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the  statements  made,  in light of  circumstances  under  which  such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based  on my  knowledge  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  Company's  other  certifying   officers  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          Material   information   relating  to  the  Company,   including   its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  as of a date  within 90 days prior to the  filing  date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officers and I have disclosed, based on your
     most recent  evaluation,  to the Company's auditors and the audit committee
     of  Company's  board of directors  (or persons  performing  the  equivalent
     functions);

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls;
          and

     b)   any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   The  Company's  other  certifying  officers  and I have  indicated  in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  December 12, 2002
                                                        /s/ Cynthia Kettl
                                                        ------------------------
                                                        Cynthia Kettl,
                                                        Chief Financial Officer

                                       14